UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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THE NORTH FACE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0025 PER SHARE
(Title of Class of Securities)
65931710
(CUSIP Number)
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James G. Fifield
c/o The North Face, Inc.
2013 Farallon Drive
San Leandro, CA 94577
Tel. No.: (510) 618-3500
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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September 1, 1999
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.250.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for the
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 65931710 Page 2 of 6 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
James G. Fifield
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (A) [ ]
(B) [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
PF, SC
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
NUMBER OF 1,110,060
SHARES
BENEFICIALLY OWNED 8 Shared Voting Power
BY EACH REPORTING
PERSON 10,000
WITH
9 Sole Dispositive Power
1,110,060
10 Shared Dispositive Power
10,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,120,060
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11)
8.5%
14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 65931710 Page 3 of 6 Pages
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James G. Fifield (the "Reporting Party") hereby amends his report on Schedule
13D, dated May 13, 1998, and amended by Amendment No. 1 thereto ("Amendment
No.1"), which was filed with the Commission on March 5, 1999 (as so amended, the
"Schedule 13D"), relating to shares of Common Stock, par value $.0025 per share
(the "Common Stock"), of The North Face, Inc., a Delaware corporation (the
"Company"). Capitalized terms used but not otherwise defined herein have the
respective meanings given to those terms in the Schedule 13D.
As previously reported in Amendment No. 1, on February 27, 1999 the Company
entered in to a Transaction Agreement (the "Transaction Agreement") with TNF
Acquisition LLC ("TNFA"), regarding a recapitalization of the Company. On
February 26, 1999, the Reporting Party, TNFA and TNF Investment LLC, the sole
member of TNFA ("TNFI" and, together with TNFA, the "Investors"), entered into
two letter agreements (the "Letter Agreements") in connection with the
transactions contemplated by the Transaction Agreement. On September 1, 1999,
the Company announced the termination of the Transaction Agreement. The
Reporting Person also resigned as President and Chief Executive Officer of the
Company effective as of September 1, 1999.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by deleting part (c) thereof and
replacing it with the following:
(c) The Reporting Person is a director of the Company.
Item 2 of the Schedule 13D is hereby further amended by deleting the last two
paragraphs thereof (both of which were added by Amendment No.1.)
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and restated by deleting
it in its entirety and replacing it with the following:
The 710,060 Purchased Shares were purchased by the Reporting party for
investment in connection with the Reporting Party entering into an Employment
Agreement (the "Employment Agreement") with the Company. Pursuant to the
Employment Agreement, the company granted the Reporting Person an option to
purchase 900,000 shares of Common Stock (the "1998 Option") under the Company's
1998 Non-Statutory Option Plan. Effective September 1, 1999, the Reporting
Person resigned from his positions as Chief Executive Officer and President of
the Company. In connection with such resignation, the Company and the Reporting
Person agreed to accelerate the vesting of the 1998 Option
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CUSIP No. 65931710 Page 4 of 6 Pages
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with respect to 400,000 shares and to cancel the 1998 Option with respect to the
remaining 500,000 shares. The vested 400,000 share portion of the 1998 Option
shall remain exercisable until May 18, 2008.
Except for the transactions and arrangements described in this Schedule
13D, the Reporting Party has no intention, plan or proposal with respect to:
1. The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
2. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of
its subsidiaries;
3. A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
4. Any change in the present Board of Directors or management of
the issuer, including any plan or proposals to change the
number or term of directors or to fill any existing vacancy on
the Board;
5. Any material change in the present capitalization or dividend
policy of the issuer;
6. Any other material change in the issuer's business or
corporate structure;
7. Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
8. Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
9. A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
10. Any action similar to any of those enumerated above.
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CUSIP No. 65931710 Page 5 of 6 Pages
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Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
To the Reporting Party's knowledge, the aggregate number of shares of
Common Stock outstanding on August 9, 1999 was 12,731,000.
(a) As of the close of business on the date hereof, Reporting
Party may be deemed to beneficially own 1,120,060 shares of Common
Stock. Such shares represent 8.5% of the Common Stock outstanding and
include 10,000 shares owned by the Reporting Party's spouse. The
Reporting Party disclaims beneficial ownership of the shares owned by
the Reporting Party's spouse.
(b) The Reporting Party has sole voting and dispositive power
with respect to the shares of Common Stock beneficially owned by
Reporting Party, other than the shares owned by the Reporting Party's
spouse.
(c) Except as set forth above, the Reporting Party has not
effected any transaction in shares of Common Stock during the preceding
60 days.
(d) To the knowledge of the Reporting Party, no person other
than the Reporting Party has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock beneficially owned by Reporting Party, other
than the shares owned by the Reporting Party's spouse.
(e) Not applicable.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended by deleting the following items:
Exhibit 4. Letter Agreement, dated February 26, 1999, among James
Fifield, TNF Investment LLC and TNF Acquisition LLC.
Exhibit 5. Letter Agreement, dated February 26, 1999, addressed to TNF
Investment LLC and TNF Acquisition LLC from and executed by
James Fifield.
The above-listed agreements have been terminated and are no longer of any force
or effect.
<PAGE>
CUSIP No. 65931710 Page 6 of 6 Pages
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Signature
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: October 30, 1999
/s/ James G. Fifield
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James G. Fifield
